Exhibit 99.1
Gladstone Capital Corporation Announces Offer to Amend Stock Options
Wednesday, April 12, 2006
MCLEAN, Va. April 12, 2006 Gladstone Capital Corporation (Nasdaq: GLAD) (the Company)
announced today that its Board of Directors has approved an offer to the executive officers and
directors of the Company and the employees of the Companys external investment adviser, Gladstone
Management Corporation, who hold stock options (the Optionees), to amend the terms of all stock
options currently outstanding (the Options) under the Companys Amended and Restated 2001 Equity
Incentive Plan, as amended, to accelerate the expiration date of the Options to September 30, 2006.
The offer is conditioned upon its acceptance by all of the Optionees, so that 100% of the
outstanding Options are amended to expire on September 30, 2006.
The offer to amend the Options currently is scheduled to expire at 5:00 p.m., Eastern Time, on May
31, 2006. If the offer is successful and all Options are amended, the Company intends to
implement, effective October 1, 2006, the proposed Investment Advisory and Management Agreement
between the Company and Gladstone Management Corporation and the Administration Agreement between
the Company and Gladstone Administration, LLC, a wholly owned subsidiary of Gladstone Management
Corporation, that were approved by the Companys stockholders on December 2, 2005. Effective April
11, 2006, the Companys Board of Directors accelerated in full the vesting of all outstanding
options other than options held by the Companys non-employee Directors.
The Company filed a Schedule TO and related documentation regarding the offer with the Securities
and Exchange Commission on April 12, 2006.
Gladstone Capital is a specialty finance company that invests in debt securities consisting
primarily of senior term loans, second lien loans, and senior subordinate loans in small and medium
sized businesses. For more information please visit our website at www.GladstoneCapital.com.
For
further information contact our Investor Relations Manager, Kelly
Sargent, at 703.287.5835.
This press release may include statements that may constitute forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities and Exchange Act of 1934, including statements with regard to the offer to amend
options, the outcome of the offer, and the implementation of the proposed Investment Advisory and
Management Agreement with Gladstone Management Corporation and the Administration Agreement with
Gladstone Administration, LLC. However, the safe harbors of Section 27A of the Securities Act of
1933, as amended and 21E of the Securities Exchange Act of 1934 do not apply to statements made in
connection with the offer. Words such as believes, expects, intends, projects and future
or similar expressions are intended to identify forward-looking statements. These forward-looking
statements inherently involve certain risks and uncertainties, although they are based on the
Companys current plans that are believed to be reasonable as of the date of this press release.
Factors that may cause the Companys actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements include, among others, those
factors listed under the caption Risk Factors in the Companys Form 10-K dated September 30,
2005, as filed with the Securities and Exchange Commission on December 13, 2005, and those factors
listed under the caption Risk Factors in the Offer to
Amend Options, dated April 12, 2006, filed
as Exhibit 99(a)(1)(A) to the Companys Schedule TO, as filed with the Securities and Exchange
Commission on April 12, 2006. The Company undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise.